Dicut, Inc. (the "Company") was incorporated in the State of Delaware on May 31, 1994. From formation until August 2001, the Company was in the business of developing a Hydronic Low Pressure Heating and Air Conditioning System. In August 2001, the founders of the Company returned 4,230,000 shares of common stock to the Company in connection with the transfer back to them of their rights to the Hydronic Low Pressure Heating and Air Conditioning System. From August 2001 to December 2001, the Company considered various potential acquisitions, but elected not to close on any of the acquisitions.

On December 12, 2001, the Company purchased 100% of the shares of National Data,...